Drug poisoning is now the leading cause of accidental death among adults in the U.S. Opioid overdose, the largest contributor, accounts for half of mortality among heroin users, and addressing opioid overdose is consistent with the White House goal of reducing drug-induced morbidity and mortality by 15%. In San Francisco, 26% of opioid overdose decedents in primary care are HIV-positive. San Francisco, a leading city for opioid use and related morbidity, implemented city-wide distribution of naloxone (the short-acting opioid antagonist used to reverse opioid overdose) in 2004 through the Drug Overdose Prevention & Education Project. Naloxone distribution is associated with reduced overdose death, as well as fewer drug-related HIV risk behaviors, while overdose is associated with subsequent enrollment in substance abuse treatment. Overdose education paired with naloxone has demonstrated efficacy in training drug users; however, research has suggested a need for repeated educational sessions to maintain effectiveness and the additive effect of motivational counseling is unknown. We propose a randomized-controlled trial of a repeated-dose brief intervention to reduce overdose and risk behaviors among naloxone recipients (REBOOT), combining an established overdose education curriculum and motivational interviewing principles to address personal and witnessed opioid overdose. This study will evaluate the feasibility and acceptability of REBOOT compared to treatment as usual, assess the relationship between social network characteristics and overdose outcomes, and explore the efficacy of REBOOT on time to overdose events (non-fatal or death), drug use cessation, and overdose and HIV risk behaviors, among 60 opioid-dependent recipients of take-home naloxone who have had a prior opioid overdose. Participants in the intervention arm would receive 45-minute counseling sessions addressing personal and witnessed overdose, motivations to change drug use and HIV risk behaviors, and skills for managing overdose at months 0, 4, 8, and 12, delivered by trained counselors. Data on overdose events, social network characteristics, substance use, and HIV risk behaviors will be collected via Audio Computer Assisted Self Interview at months 0, 4, 8, 12, and 16; substance abuse treatment data will be obtained from medical records. We will estimate screening-to-enrollment and visit completion rates with exact confidence intervals, and compare time to drop-out using the log-rank test (Aim 1), then use Fisher exact and Wilcoxon ranksum tests to assess group differences in acceptability (Aim 2). GEE Poisson models with robust standard errors will be used to assess relationship between social network measures and number of overdose events and naloxone use (Aim 3). Poisson models will also be used to evaluate the effect of the intervention on the numbers of overdose events (exploratory aims).